UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 11, 2023, Vapotherm, Inc. (the “Company”) announced its intention to voluntarily delist its common stock from The New York Stock Exchange (“NYSE”) and its filing of an application to have its common stock quoted on the OTCQX Marketplace (“OTCQX”).
The Board of Directors of the Company approved the voluntary delisting on December 7, 2023 and the Company provided notice of the voluntary delisting to the NYSE on December 11, 2023. The Company intends to file a Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the delisting of its common stock on or about December 21, 2023. It is anticipated that the delisting will become effective on or about December 31, 2023 when the Form 25 takes effect. The Company expects the last day of trading of its common stock on the NYSE will be on or about December 29, 2023. The Company has made an application to have its common stock quoted on OTCQX and expects that the common stock will be quoted on the OTCQX under its current trading symbol “VAPO” on the next trading day after NYSE trading is no longer available, subject to the approval of the OTCQX.
The Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, following the delisting of its common stock from the NYSE. Stockholders will not be required to exchange any shares, and the Company expects electronic trading to be available without any material disruption.
Concurrently with the delivery of the notice to the NYSE, the Company issued a press release to announce its intention to voluntarily delist the common stock. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts contained in this report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “expect,” “will,” “plan,” “anticipate,” “could,” “intend,” “believe,” “estimate,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words, and the use of future dates. Forward-looking statements in this report include, but are not limited to, statements regarding the timing and effect of the Company’s delisting from NYSE and transfer to OTCQX. The forward-looking statements in this report are only predictions and are based largely on the Company’s current expectations and projections about future events and financial trends that it believes may affect its business, financial condition and results of operations. These forward-looking statements speak only as of the date of this report and are subject to a number of known and unknown risks, uncertainties and assumptions, including without limitation, risks associated with the delisting from NYSE, the Company’s ability to successfully transfer to OTCQX, the possibility that the Company’s common stock may be involuntarily delisted from the NYSE prior to the effectiveness of the voluntary delisting, market conditions and the impact of these changes on the trading and price of the Company’s common stock and other risks described in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 23, 2023 and in its other subsequent filings with the SEC, including its most recent Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 as filed with the SEC on November 8, 2023. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond the Company’s control, investors should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in the Company’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
99.1 |
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Press Release Issued by Vapotherm, Inc. on December 11, 2023 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Vapotherm, Inc. |
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Date: |
December 11, 2023 |
By: |
/s/ John Landry |
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John Landry |